In your letter of August 6, 2002, as supplemented by telephone
conversations with the staff, you request assurance that the Staff of the
Division of Market Regulation ("Division") will not recommend enforcement
action to the Commission under Section 15(a) of the Securities Exchange
Act of 1934 ("Exchange Act") if Scripophily.com ("Scripophily") effects
transactions in single share stock certificates as described below without
registering as a broker-dealer under Section 15(b) of the Exchange Act.

We understand the facts to be as follows:

Scripophily is in the business of selling cancelled stock and bond
certificates to collectors. These certificates may be purchased for their
decorative value or historical significance.

Scripophily plans to expand this business to include the marketing of
non-cancelled single share stock certificates as gifts, collectibles or
novelty items. The stock certificates will not be advertised as
investments, but rather marketed as historic documents in traditional
media and catalogs, and on the Internet. Scripophily will purchase these
single share certificates from a registered broker-dealer that is not
affiliated with Scripophily. Moreover, you represent that neither you nor
any other person associated with Scripophily is associated with a
broker-dealer.

As you noted in your letter, the Division issued a series of letters in
1992 and 1993 that permitted businesses to sell framed single share stock
certificates without broker-dealer registration in limited
circumstances.1 The single share letters represented an attempt
to balance the broker-dealer registration requirements of the Exchange Act
with a limited business model that did not raise many of the investor
protection concerns that broker-dealer registration and regulation are
designed to address.2 The letters were predicated on four conditions
that were designed to ensure that securities purchased from these firms
were not purchased for investment purposes. These four conditions were
that: (1) Firms must offer and sell only single shares; (2) Firms must
offer and sell only mounted, matted and framed certificates; (3) Firms
must market the shares as gifts, not investments; and (4) Firms must offer
and sell the framed shares for at least twice the value of the underlying
share of stock.Each firm represented that it would
purchase the shares though a registered broker-dealer.

Scripophily represents that it will purchase the shares only through a
registered broker-dealer. Scripophily will meet two of the four single
share conditions. In particular, Scripophily will offer and sell only
single share certificates as well as sell the certificates for at least
twice the share's underlying value.

Instead of the other two conditions, Scripophily proposes to comply
with three additional conditions, which you believe will accommodate
Scripophily's business model while ensuring that Scripophily's customers
and market participants are not mislead.

The non-cancelled single share certificates will be issued in the
name of "Scripophily.com."

Scripophily will stamp the share certificates on the back with the
words "non-redeemable" and "non-transferable."

Scripophily will prominently disclose at the point of purchase that
the company is not a registered broker-dealer, that the non-cancelled
single share stock certificates are not being sold for investment
purposes, and that the certificates are non-redeemable and
non-transferable. In both online and non-electronic transactions, this
disclosure will be presented in writing at the point of purchase in a
font that is no smaller than the biggest font on the page. Furthermore,
Scripophily will repeat this information in a letter accompanying the
delivery of the share certificates.

Response:

Based on the foregoing facts and representations, the staff will not
recommend enforcement action to the Commission under Section 15(a)(1) of
the Exchange Act if Scripophily engages in the activities set forth above
without registering as a broker-dealer pursuant to Section 15(b) of the
Exchange Act.

The foregoing is a staff position regarding enforcement action only and
does not represent any legal conclusions on the applicability of the
statutory or regulatory provisions of the federal securities laws.
Furthermore, this position is based solely on the representations that you
have made and is strictly limited to the transactions described above; any
different facts or circumstances may require a different response.

Incoming Letter:

The purpose of this letter is to request assurances that the staff will
not recommend enforcement action to the Commission under Section 15 (a) of
the Securities Exchange Act of 1934 ("Exchange Act") if our company
engages in the business of marketing stock certificates as described below
without registering as broker dealers under Section 15 (b) of the Exchange
Act.

I am the majority owner and President of Scripophily.com LLC. Our
company is an Internet based leading provider of decorative stock and bond
certificates and other old paper items. I am not now, nor do I plan to be
employed in the securities industry while engaging in the proposed
activity.

As part of our business, we plan to market uncancelled decorative stock
certificates as gifts, collectibles or novelty items. The certificates
will be marketed primarily as historic documents and may be advertised in
traditional media or catalogs, and on the Internet. These certificates
will not be advertised as investments. Furthermore, these certificates
will be sold with the understanding they are not redeemable securities and
they will not be transferred in the name of the buyer.

On July 6, 1993, the Securities and Exchange Commission issued a
no-action letter regarding the sale of decorative stock certificates. We
will comply with 2 of the 4 requirements of the July 6, 1993 no-action
letter and will add 4 new conditions. In my view, this will provide
sufficient protection to avoid any possible misunderstandings.

The existing conditions we will comply with are as follows:

1) offer and sell only single shares;

2) offer and sell the certificate for at least twice the value of the
underlying share of stock

The new conditions we will comply with are as follows:

1) We will purchase these certificates thru a registered
broker-dealer

2) Non cancelled certificates will be issued in name of our company,
Scripophily.com

3) We will stamp the back of the non-cancelled certificates "non
redeemable and non transferable"

4) We will disclose in two different places that certificates are not
redeemable and non transferable as described below:

a. On the checkout section of our website, we will prominently
display the following wording: "ALL UNCANCELLED CERTIFICATES ARE SOLD
AS COLLECTIBLES AND NOT FOR INVESTMENT PURPOSES. UNCANCELLED
CERTIFICATES ARE NON TRANSFERABLE AND NON REDEEMABLE. SCRIPOPHILY.COM
IS NOT A REGISTERED BROKER DEALER. We will also include the same
wording on forms used to order through faxes and the mail.

b. When we ship the certificate, we will include the wording on a
form that states the certificates are non redeemable and non
transferable. This is in addition to stamping the back of the actual
certificate as described in #3 above.

Thank you and your fine staff for all of your assistance. Please feel
free to call me at 703-787-3552 with any questions you may have.